Ben 10: Rise of Baronoia
by Count Kulalu
Summary: Slight Xover with Ohranger/PRZeo. A new fraction of invaders have come to earth: The Machine Empire Baronoia.Will Ben be crushed by the cold iron grip of these new foes? FULL SUMMARY INSIDE PLEASE READ!  ALTERNATE UNIVERSE OF BEN 10 ULTIMATE ALIEN.
1. Prologue

**Summary**

(Takes place after Alien force. An alternate Universe to Ultimate Alien due to the limit on episodes. Slight Crossover with Ohranger/Power Rangers Zeo)

Ben thought that after the DNAliens were defeated, the world was saved from invasion. After he defeated Vilgax and obtained the Omnitrix, he thought all his major problems were over. Boy was he wrong! A new faction of invaders have come to earth: The Machine Empire Baronoia. Led by Emperor Bacchusfundo and the Royal House of Gadgetry they are a cruel race of machines that have conquered many galaxies. Now Earth is next. Can Ben and his companions stop them even when their fight causes him to step into the public view? Or will he be crushed by the cold iron grip of these new foes?

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Disclaimer_**: I don't own Ben 10 and/or Ben 10: Alien Force and/or Ben 10: Ultimate Alien and/or any and/or all concepts and/or characters. They are copyrighted to Man of Action and Cartoon Network Studios. I also don't own Power Rangers or Ohranger from the Super Sentai series. I Think Saban owns it, but last I heard was that they went out of business. Let's just assume that Disney, 4kids, or some other corporate empire owns them and not me. **_

"_**I do, however, reserve the right to claim Klank and Orbus as my robot minions considering that I hired them after Zeo and Ohranger ended. But I don't own the shows they appear in. Just wanted to make that perfectly clear! Enjoy!"**_

_**-Count Kulalu-**_

* * *

Prologue

"All hands! We are about to make an emergency landing! I repeat! All hands abandon ship!" Gwen shouted through the ship's speakers. It did little to help with the impact from the ship entering the ocean. It sank deeper and deeper towards the dark underwater cliffs. The pressure from such a depth caused a rupture in the hull which allowed water to flow in. The incoming water flow woke up an unconscious Kevin who noticed Ben in his Ultimate Swampfire form getting knocked down.

"We're taking on a lot of water." Kevin said to Ben.

"Get Gwen and Grandpa and go. I'll handle Vilgax." Ben said as he slowly got up in Kevin hesitated for a moment then turned around to do as he was told. Ben went the other way to finish the fight with Vilgax.

"It's over Vilgax! Give up!" Ben shouted as he charged up another blue flame attack.

"Never! You may think you have beaten me in this limited form of mine, but witness the **true power **of **Vilgax**!" His form suddenly bulged and shifted as he started his transformation. His head grew bigger and his tentacles shifted downward as they grew. When it was all over, what was once Vilgax became a giant octopus-like monster.

"Man, and I thought you looked ugly before."

"**RAWR!**"

"Oh cra-"

-Boom-

Ben didn't have any time to think of a retort as the ship finally collapsed around him. The newly transformed Vilgax slammed into him and sent them both into the deep. Ben struggled as Vilgax wrapped his tentacles around him and started to squeeze. It didn't help that he was a fire alien in the ocean blue.

"_Blue…wait a minute!"_ Ben suddenly got an idea. _"Hope this works."_

He suddenly focused all the power he had towards his inner fire. With enough energy gathered, he grew hot enough to set himself on fire with Ultimate Swampfire's blue flame. He was so hot, that he could boil the sea which was more than enough to force Vilgax to let go off him. The steam bubbles were rolling off the charred remains off his tentacles. Unfortunately, this only angered Vilgax even more.

"_Great. Even when he's a squid, he doesn't go down. Where's a Deus Ex Machina when you need one?_" As if I higher power were listening in on the inner monologue, the remains of the Omnitrix floated down in front of Ben's face. They flickered with green electricity that he could sense as if he was drawn to it.

"_That'll work."_

He grabbed the remains as the power flowed through him. Whatever energy that once powered the alien device was now being added to his ultimate form. Ben immediately burst into blue flames until he was like a comet underwater.

"_So much power…gathering…"_

Despite his injuries, Vilgax was not willing to give Ben a chance to do whatever it was he was trying to do. He charged right at him, only to be burned again by the blue flames coating him. Ben took advantage of Vilgax's momentary weakness and started to focus all of his energy into his right hand. It started to form into the shape and size of a baseball.

"_Sure hope this works."_ He raised his hand higher as it started to grow to the size of a beach ball. Then it grew to the size of a boulder. In a matter of minutes, what was a ball of energy was now a gigantic sphere of power. And it was aimed at Vilgax and his submerged ship.

"Take THIS!" Ben threw the titanic sphere at Vilgax. He didn't need to aim even with Vilgax's feeble attempts to dodge because the impact of it hitting the ship caused its fusion reactors to explode.

"NOOOOOOO!" Vilgax cried as he tried to escape the blast, only to get the full impact of what could be equivalent to 2 (maybe 3) nuclear bombs going off within an arm's reach of him.

There was a massive explosion that caused intense waves to form on the ocean's surface. From above, Gwen, Kevin, and Grandpa Max looked on in worry. Their fears were put to rest as Jetray burst out of the water and flew to them. He landed in the bubble Gwen made and reverted back to his regular form.

"Huff…huff…that takes care of him." He said with a smile. He then pumped the fist with the new Ultimatrix into the air. "Another day the Earth is saved. And it's all thanks to Ben Tennyson!"

* * *

"…and that's how I got the Ultimatrix, defeated Vilgax, and saved the world. It was no challenge for the Defender of the Galaxy: Ben Tennyson!" Ben finished his story. He did a heroic pose with his smoothie held high. Behind him, Gwen and Kevin nodded their heads in disagreement while Julie clapped her hands. All four of them were at Mr. Smoothies, enjoying their frozen treats.

"So you're saying that you somehow used the remains of the destroyed Omnitrix to power you up as Ultimate Swampfire to do a spirit bomb that took out Vilgax and his ship after we got off board?" Kevin asked skeptically. He was leaning back lazily against the table.

"Seriously, Ben, do you seriously think we'll believe that? And we were there!" Gwen practically shouted. She sat next to Kevin and agreed with his statement. But she was more annoyed with the fact that Ben downplayed their roles in the story.

"Well, I thought it was good." Julie said after taking a sip. She was sitting on the bench across from Kevin and Gwen. She knew that Ben tended to exaggerate details in his retellings of his adventures. This story was such an exception, but she still found it funny how creative Ben could be with his 'creative liberties'.

"Of course you would. You didn't have to fight Vilgax and his army of Omnitrix Copy Biloids." Kevin replied.

"Well, I may have not been there to help, but you have to admit that Ben was pretty brave to fight Vilgax and Albedo as powerless as he was at the time." Julie argued back.

"Fine, I'll give him that. But you can't seriously think he could actually do a spirit bomb."

"Hey! I'm pretty sure I can too. I mean, with so many aliens that I can become, odds are one of them can do a spirit bomb." Ben said while taking a seat next to Julie.

"Whatever you say, Goku." Kevin smirked back.

Gwen was getting annoyed with the direction the conversation was going. "Enough with the spirit bomb already. It's getting old."

"Gwen's just jealous that she couldn't do a spirit bomb." Ben whispered to Julie, getting a giggle out of her. Unfortunately, Gwen overheard them.

"For your information, Ben, a spirit bomb is a concentration of an extremely large amount of mana that's compacted into a single attack. Meaning that I'm more likely to be able to use one than you are."

"Wanna bet?" Ben pounded his hands on the table as he leaned in.

"Fine. What's the bet?" Gwen leaned in to match his stare.

"Loser pays for all our smoothies for a month."

"Deal." They shook on it.

"You realize that she has a major head start, right." Julie said with a clever smile. Ben matched it with one of his own.

"Julie, if there's one thing I've learned in all my years of being a hero and a mediocre student is that you sometimes do better under pressure."

Yep, just another ordinary day in the life of Ben Tennyson. Nothing could spoil this moment.

* * *

Primus. To the astronomers, this is a planet capable of supporting life. To biologists, it is a basin for life in the universe. To a certain Galvan who is the smartest being in three galaxies (arguably 5) it is the result of years of hard work.

Azmuth and his assistant, Myaxx were busy overlooking the planet-like device to make sure it was in perfect working order. Since the original Omnitrix was destroyed, they feared that Primus would suffer some terrible malfunctions. Fortunately, things were going well and that the DNA database was adjusting to the new Ultimatrix. It seemed as if everything was fine and they had nothing to worry about. All they had to do now was monitor the flow and content of the DNA Stream and then they were done.

"Hello, Azmuth. How are you?" Speak of the Devil. It looks like trouble will find a way to upset him today after all.

"I'm fine, Paradox. Why do you ask?" Azmuth didn't turn around, but continued to oversee Myaxx monitoring the DNA Stream from his spot on her shoulder.

"Well, I recall that the last time we met here was after you got into quite the skirmish with Vilgax." Professor Paradox said with a smile. He knew how much that riled up the Omnitrix's creator. It certainly got Azmuth's attention because he jumped off his assistant's shoulder to offer a retort.

"If I were just a few years younger, I would have easily taken out that squid faced barbarian." He pointed his cane at Paradox.

"Hey!" Myaxx protested.

"No offense to present company, of course. But as I said, if only I was a few years younger." He wistfully looked towards the stars. Despite the fact that he occasionally had to move Primus, looking at the stars seemed to be the only constant. Yet, with all the years he's lived, he knows it is just an illusion and even the stars fade over time.

"Yes…time does have that quality of taking away from us bit by bit. Old age comes at us as possibly the most unstoppable force of nature." Paradox sighed while gazing at his pocket watch.

"This coming from the man who is the master of it?" Myaxx joked.

"Well, as the old Earth song goes: 'Time is one my side'." He smiled as he closed his watch. Though, if you looked closely, you could see that it was slightly forced.

"Is there something you wished to tell me, Paradox? It's not every day that you come to see me as a simple social call." Azmuth just wanted to get to the point of Paradox's visit. He may be friends with this human master of time, but he knew when the man had a reason for seeing him.

"I'm afraid I have a bit of bad news. It involves a certain group of machines that are beyond the grasp of old age." Paradox started.

"Beyond the grasp…!"

"Ah! So you do know what I am speaking of."

"….The Eternal Gears….I thought that they were galaxies and centuries away…"

"Well, I hate to inform you that they have grown in power and efficiency over the years. They are years ahead of our estimates. And now it appears that they are ready to accomplish their ultimate goal."

Azmuth pondered the meaning of his words. If this meant what he thought it meant, then things were going to get a lot worse.

"How much time do we have?" The Galvan asked the time professor as he was leaving.

"I'm afraid that we are already too late, Azmuth. They have reached the point where even I cannot interfere." And with that said, he vanished in a flash of blue light and was gone. Azmuth stood there in contemplation for a moment, then turned around to start heading towards his ship.

"What's going on Azmuth?" Myaxx asked. She only saw that determined look on his face in the direst of circumstances.

"Pack your things, Myaxx. We're leaving." He curtly replied to his assistant.

"Well, can you at least tell me the where and why?" Myaxx asked as she gathered her lab equipment.

"We are heading to Earth and as for why…it's because a powerful force from across the universe is about to make first contact with the earthlings." Azmuth was determined to reach his ship without delay.

"Isn't it time for the Earthlings to know that they are not alone in the universe?"

"No!" He turned and shouted at her face. Myaxx flinched. Even if he was small, Azmuth could really shout out. He took a deep breath to calm down. "Not like this. They are still too young. They need centuries to develop the technology necessary to battle this incoming invasion."

"Invasion? From who?" Now Myaxx was worried. It sounded like this invasion force was on a danger level equal to Vilgax.

"The force that will invade the Earth is unlike anything they have ever faced. They are able to adapt themselves to counter a planet's defenses. They purge the planets of all useable resources to use for their own means. They are immortal and eternal for their bodies are replaceable and immune to the strain of time. They are known throughout galaxies by many names: The Eternal Gears, The Conquering Cogs, and most commonly, the Baronoia." He said with great seriousness like he was addressing the boogieman. Only this nightmare was real and now coming to get Earth.

"You mean…?" She shivered a bit as they finally reached the ship. Azmuth only nodded his head to confirm her fears.

"Yes…the planet Earth is about to be invaded by the Machine Empire." He hung his head solemnly. The words he retorted to Professor Paradox were repeating in his head.

"_I doubt that even if I was centuries younger, I would be ready for this. __**HIS **__return…"_

* * *

Earth. In space it looks quite majestic. From a view among the stars, no one can see the problems, hazards, and conflicts its people face every day. From up above it looks unified, not divided by maters of race, religion, politics, and ideals.

Unfortunately, it also appears primitive, weak, and defenseless especially to those races of the universe with a much darker nature.

From the dark reaches of space, ships were arriving to Earth's orbit. They were massive ships that had the appearance of giant gears for they spun around in eternal motion. Just by looking at them, you could hear the grinding sound of machines at work. Flying with them were smaller fighter ships. They had four main cannons and looked quite spiderlike.

They were all gathering on the moon. On the surface, a massive fortress was constructed there. It was a factory like setting with many pipes and smokestacks. Many worker machines moved about to do their duties. Some were in converted fighter ships that moved like metal daddy longlegs. From another's perspective (probably due to all the fire and smoke coming off the machines) it looked like a metal hell.

However, a great gathering of soldier machines was taking place in front of a hill like crater. On top of it was a grand castle. It had a massive gear spinning on it to show how much power the individuals that resided in it had. As a symbol of things to come, the castle had a grand view of the planet Earth behind it.

"At last! Earth. The prime jewel of the Milky Way. Why…it's just as disgusting as when I left it!" said the King of the castle. He was a sage looking machine with a revolving gear-like crown and staff. He had a massive gear on his back that was constantly in motion. As he stood in his throne room, it could be seen that cogs and gears moved about the walls and that a balcony was in front of him with the Earth in view. And a grand view it was for Emperor Bacchusfundo, Head of the Royal House of Gadgetry and leader of the Machine Empire Baronoia.

"Well, dearest, you did not expect for it to get better after all the time we have been gone?" Said his Queen. She was a feminine looking robot with a golden body, silk dress, and metal fan that she would wave around. Her silver hair was carved into her like a statue. She had a purple monocle over her right eye and painted lips. However, her mouth would open and close like a ventriloquist dummy to reveal sharp teeth. This iron maiden was known as Empress Hysteria.

"Yeah, dad, it's not like it could have gotten better without us there to fix it." This came from the smallest of the three. He really was a metal version of a young child. He had a crown on his head and a cape that was longer than he was tall. Just by looking at him, you got the feeling that he was a spoiled prince. This spoiled prince happened to be known as Prince Buldont.

Walking up to these three members of Machine Royalty were two servants. Well, technically only one of them was walking while the much smaller one was riding on his shoulder like a parrot. The taller one was made of copper, gold, and silver colored metals that checkered his body and face in reverse order. He was a humanoid version of a robot and looked the part of a robot butler. The smaller one looked like a puppet and was made up of white, black, and gold colored metals that divided and reversed on his body as well. Together, they were the butlers Klank Acha, and Orbus Kocha.

"Emperor Bacchusfundo, two years have passed since we started our project." Klank bowed, making note to not let Orbus fall off his shoulder. "We're nearly ready to conquer Earth. Our Baronoia Empire Force is excellent, there's nothing that can block us from victory! That is because of the Empire's excellent daily work! We are near to victory! "

"Yep! Victory is ours!" Orbus said excitedly, moving about as he spoke.

"Ok, then! Attack them now!" Buldont commanded. Klank was about to give the send off, but Bacchusfundo made a motion for him to belay that order.

"Easy there, son. We have much to do to get ready still."

"But-"Buldont was about to protest, but his mother interrupted him.

"Your father is right, Buldont. It is best that we don't rush. It would take all the joy out of utterly crushing them after all." Hysteria moved her folded fan in a lecturing manner.

"Precisely, Hysteria, my dear. While it would be enjoyable to see these 'humans' run while we wipe them out, I am more curious of these rumors that have been spreading around the planet."

"Rumors, dad?" The young robot asked as he walked with his parents toward the cog with the viewing screen. It showed different parts of the Earth with people going about their daily business.

"Yes, Buldont, for you see on this planet there are tales of certain alien races appearing to help the populous when certain situations show up." He motioned his staff over the screen and caused different recordings of aliens helping the people of Earth to appear.

"Well, they all seem tough, but I'm sure they are nothing we can't handle." Buldont replied excitedly.

"Well of course, but that's not the point. Look closely at all of them." The young machine prince took a closer look at all the aliens. As they moved, he noticed that somewhere on their body they had a symbol that he never seen before.

"They all have that funny symbol on them. What does that mean?"

"It means that somewhere on Earth there is an individual who has the Omnitrix. One of the most coveted pieces of technology is on this pitiful planet and it's ours for the taking. Just imagine what we could accomplish if we were to obtain it." He moved towards the grand view of the Earth as he said this. His wife and son followed him to the balcony to get a glimpse of the view as well.

"Like what?"

Bacchusfundo was about to reply, but Klank had something to address. "I apologize for interrupting your enlightening conversation, Emperor, but what are your orders?"

"The situation has not changed. Omnitrix or not, we will still move on as planned. However, I want to make a slight change. Instead of moving towards the center of their most technological advancements, I want to move our first strike force to where the Omnitrix is rumored to be."

"Are you certain, your Excellency? From our intelligence gatherings, it's just a simple residential area for the humans."

"Yes I am quite sure. Send a small attack force to test their might. When they think they have won, send out the ships. Then they shall see the true might of The Machine Empire."

"As you command it, your Excellency." Klank bowed with Orbus still on his shoulder.

"You order it, you got it." Orbus quipped as he bowed his little head.

The Baronoia would finally make their move to invade a totally unprepared Earth. For them, it seemed victory was only moments away. Just another name on the list of planets they had already conquered.

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It looks like the Earth is about to be faced with another dangerous threat. Will its defenders be strong enough to deal with it? Find out next time on **Ben 10: Rise of Baronoia**_**.**_


	2. Chapter 1

**Disclaimer**_**: I don't own Ben 10 and/or Ben 10: Alien Force and/or Ben 10: Ultimate Alien and/or any and/or all concepts and/or characters. They are copyrighted to Man of Action and Cartoon Network Studios. I also don't own Power Rangers or Ohranger from the Super Sentai series. I Think Saban owns it, but last I heard was that they went out of business. Let's just assume that Disney, 4kids, or some other corporate empire owns them and not me. The megaman series and anything related is also owned by Capcom. **_

_**"I also don't own own a diamond mine, or a Cheesecake Factory...was there anything else I needed to address?"**_

_**-Count Kulalu-**_

* * *

Chapter 1-They Came from the Moon Part 1

The Earth. Many people live on it, going about their daily lives. Some work to improve their lives, while others work on the safety of their world. All of them know of the dangers the Earth has to offer. Unfortunately, none of them think of the dangers that come from beyond the boundaries of their world.

Especially, when it came from their own moon.

"Darling." Hysteria called to her husband.

"Yes, my Dear?"

"I've just been told that the humans enjoy concepts like love, kindness, and all those stupid things." She fanned her face to hide her laughter.

"Rubbish!" Buldont agreed. Though, being the spoiled brat he was, he was probably just saying that to appease his parents. He usually had no idea of what was going on.

"Humans are weak, but we are different. We never die, we will live for eternity. We're like gods! We are the only ones who can rule this universe! I will kill those humans and we'll make them see how strong we are!" Bacchus exclaimed as he walked towards the balcony to his view of the Earth. He summoned his servants to ready his attack. "Klank! Orbus! Send out the first strike force. I want the Omnitirx in my possession before this day is through. Bring it to me and its wielder's head so that way all will see the might of my grand empire!"

"Yes, sire! As you command!" Klank bowed.

"Your order will be delivered in thirty minutes, or your pizza is free!" Orbus jovially said from his shoulder to the alarm of his counterpart.

"What?" Before Bacchus burst into fury, Klank covered the mouth of his partner and tried to excuse him.

"Forgive him sire. He sometimes recites things from the humans' information sources. They are known as the internet and television."

"Very well. But don't make a habit of this. Especially in front of me. Now go!"

"Right away, sire!" Klank and Orbus hurried out of the room. They had much work to do after all.

* * *

The bell rang at a high school to signal the end of a class period. All the students hurried out because it was now lunchtime. Everyone hurried towards the cafeteria were students could eat, hang out with their friends, and get some last minute homework and studying done. All but four people were in such a rush to get there.

"I can't believe I still have to take that test. I didn't even get to study the entire chapter because of the Forever Nights attacking a museum last night." Ben complained.

"Well that's what you get for putting time to play before working hard." Gwen chided. Ben just looked at her to see if she was serious.

"Yeah, I'm just having the time of my life getting shot at by Medieval Time's rejects. Like that's not working hard at all." He sarcastically replied.

"Speaking of working hard, how goes the bet?" Gwen asked with a knowing smirk.

"I'm…still in the thinking process…but once I complete it, I'll be sure to rub it in your face as I drink my free smoothies." Ben tried to sound confident.

"Well, maybe if you're nice to me after I win, I'll let you have one that you paid for." Gwen smirked as she walked away.

"You really have no idea what you're doing." Kevin grinned.

"Not a clue." Ben sighed. He only hoped that Gwen wasn't too far ahead of him.

"Well, you better get an idea soon, Tennyson. From what I've seen, Gwen doesn't have that much to do to perfect her move." Kevin said. Ben stopped in place as he realized something.

"Wait. How would you know?" Ben asked, hoping this wouldn't mean what he thought it meant.

"I've been helping her trying to create it. What, did you think we were going to the movies every night this week?" Kevin said. Ben's fears were correct. Kevin with his Osmosian powers and Gwen with her mana powers meant that she was three steps away from the finish line, while he was still at square one.

"You mean we could ask for help on this?" He then turned to Julie with a hopeful look on his face. She just shrugged her shoulders.

"What are you looking at me for? All I have is a 'dog' that can become battle armor and a spaceship." Ben sighed. It looks like his day was going from bad to worse. He slowly walked behind the others into the cafeteria and followed them to their table. He needed something to get his mind of things.

"Man, sometimes I wish an alien attack would just happen so I can miss next period."

All of a sudden, an explosion caused the cafeteria wall to collapse. Students fled from the area in fear.

"I take that back! I didn't mean it!" He cried out as he looked towards the source of the disturbance. Coming out of the new hole in the wall were some of the strangest individuals he had seen in a while. They had silver bodies and had golden heads that looked like metal skulls making them look like metallic humans. Yet, they walked like apes. All of them were holding spears that sparked with electricity. They marched in formation despite their erratic movements towards the three (or for depending on the day) defenders of Earth.

"What are those things?" Ben asked as he looked around to make sure that all the other students were gone. Seeing that the only ones were Gwen, Kevin, and Julie, he readied himself. Then robots moved in place as they looked around. When they saw Ben and the others, then jumped up in place like monkeys and pounded their chests in an apelike manner.

"I don't know, but they mean business." Kevin said as he touched a table and absorbed the metal.

"Well, whatever they are, if it's a fight they want, they'll get it." Gwen said as she charged her mana into her hands. "Julie, you better get out of here!"

"Ok, but I'll-" Julie started to say. Unfortunately, she never got to finish because one of the faces of the robotic soldiers suddenly opened up and shot out a ball of energy that threw her into a wall. The moment she touched the wall, instead of feeling pain from the impact, the energy formed into a net that was form fitted to her body, making it impossible to move.

"Julie!" Ben shouted as he used the Ultimatrix. In a flash of green light, he was in an alien form. It was one of his classics, recognized by the red skin and four arms it had. "Fourarms!"

Fourarms then rushed to pry Julie free from the net but it would not budge. He pulled with all his might, but even with his super strength it wasn't coming off. "It's not coming loose, and I'm not holding back either."

"We got other things to worry about. Look out!" Gwen shouted as she used her powers to knock two of the machines away when they tried to stab Fourarms in the back. She then made a mana wall to protect herself from the stab aimed at her side. Kevin then punched out the thing as it tried to attack her again from close up. He kept knocking more away, but it seemed like that was all he was doing.

"Man, these things are tough. Even my punches were enough to smash Vilgax's biloids." He said as he punched the head of another one, though he barely made a dent in it. "Any of you having any luck?"

"No matter how hard I punch them either, they keep coming at us!" Fourarms exclaimed as he had all four of his hands full keeping them away from Julie. "How are you holding up there, Julie."

"Just fine. Though I wish I could be at home getting Ship instead of just hanging around." She said as she continued to try to struggle out of the net without any luck. Try as she might, she still couldn't get free.

"Any ideas, Gwen?" Kevin said as he leaped near her to block another robot trying to sneak behind her.

"Well, I'm not sensing any mana from them, so they must be machines. Maybe if we short them out, they'll go down easier?" She suggested as she shot another beam of mana at the incoming machines.

"Then I know just the guy to help." Fourarms said as he quickly spread his arms out, knocking several robots out of the way and giving him enough room to transform. He pressed the Ultimatrix symbol on him and in a flash of green light transformed into…

"Benwoooolf!" He howled. He then looked at himself. "Aw man! Even though it's great I have this guy again, I was really going for Lodestar!"

"Ben!" Julie cried out as a few robots leapt in front of him with their spears held high, ready to skewer him. Seeing that Kevin and Gwen were now next to him with more machines closing in on them, he knew there was only one thing that he could do.

"Cover your ears! NOWWWW!" Benwolf's four mouth flaps opened wide as he howled with enough force to knock all the mechanical soldiers in the room back towards the hole they came in and make them all land into a heap. He took notice that the ones that were skewered by their own weapons weren't getting up. "Kevin! Their spears can destroy them!"

"On it!" Kevin ran towards the pile a quickly and grabbed a spear in each hand, quickly absorbing the metal it was made out of to coat his body. He then threw them towards Gwen and Benwolf. "Catch!"

"What about you?" Benwolf asked. Kevin just smirked.

"In case you forgot, Tennyson." He started as he formed his hands into two jousting rods that were covered in spikes. "I'm my own weapon!"

He then started to pierce the robots as they started to get up. Now it was a fight! With his 'handmade' jousters, he could spear through three opponents with one jab. "Now we're talking!"

"Just don't go overboard, Kevin." Gwen said as she fought alongside him. She had used her mana powers to grab a handful of spears and formed a big mallet whip to smash into the machines.

Seeing that the two were able to handle themselves, Benwolf decided to use this opportunity to try to get Julie free. He readied the spear in his claws and bent his knees. "Julie! Try to curl up your body as tight as you can."

Julie nodded as best as she could. She tightened up her body and stood completely still. This caused the net to fully form around her silhouette. In one swift motion, Benwolf cut the net around her as he leapt and caught her bridal style before she could touch the ground. The spear clattered onto the ground as they landed safely.

"Thanks, Ben." Julie said. She then grabbed the spear on the ground and got into a tennis stance. "Now let's show these robots who they're messing with."

"Shouldn't you be running home and getting Ship?" Benwolf asked. He crouched down to look eye to eye with her. "It's dangerous here Julie and I don't want you to-"

Julie suddenly threw her spear behind him. Benwolf turned and saw that it pierced through the head of a robot trying to sneak behind him. The impact of the throw also caused it to stab another next to it in the chest when it recoiled. Both of them went down and were not getting up.

"What was that you were saying?" Julie said with her hands on her hips, asking Ben to try to contradict her.

"I'll be quiet now." Benwolf said with his ears down and his head bowed in submission.

"Good boy!" Julie said as she petted Ben. All she needed was a leash, and Ben would fully look the part of being her lapdog.

* * *

It was a long battle, but they were finally able to take out the machines. Making sure they were fully dismantled, they looked for any clues that would indicate who sent them and why.

"Find anything?" Ben asked as he continued to look through the pile of spare parts.

"Not a thing. How about you Gwen?" Julie asked as she stopped helping Ben for a moment and looked at the mana expert. Gwen was floating in a meditative position as she scanned the machines for any traces of some familiar mana.

"I got nothing." She said as she floated down and stood up. "I know that machines don't have mana, but I can usually find small traces of mana from the villain who sent them at least. But I can't find a thing."

"Maybe we're thinking too small." Kevin asked as he crouched down to get a better look at the insides of a fallen robot. "Look at this."

They all gathered around Kevin and looked over his shoulder. What they saw surprised them.

"They're…made from gears and wires." Ben said in surprise.

"So are we dealing with some sort of steampunk?" Julie asked. It couldn't be anyone else she thought. No one else in this day and age used gears and wires like these since the discovery of modern electronics.

"Yeah, that's what I thought, until I got a closer look and saw this." Kevin stood up and held out a gear between his fingers and gave them a closer look. They saw that it lines running through it, like a circuit board. "When I first saw this, I thought it was some fancy electronic manufacturing job until I cracked one open and well…"

He cracked the gear in half like a cookie and they all saw that the inside was filled with layers and layer of cybernetic circuitry. "Now, I'm no electronics expert, but I can tell you that this tech would be impossible to make in this galaxy, let alone Earth."

"Why is that?" Gwen asked.

"Because the only tech I know that comes close to this is level 11." He replied with a hint of a frown.

"What's going on here!" A voice exclaimed as all four of them turned to face it. It was the principal.

* * *

(Meanwhile, back on the moon.)

"So my first squad was destroyed. No matter. Those ones were from the reject pile. Saves me from the trouble of throwing them into the scrap pile, really." Bacchus said calmly as he watched the Earth. He and his family turned towards their Butlers who said they had important news. "Now what is so important, that you came rushing back, Klank?"

Klank rubbed his hands in glee as he kneeled in front of his masters. Orbus was perched over his shoulder. "Well, sire. It appears our 'rejects' left something with their destruction." He then directed their attention towards the viewing cog. "I give you evidence of the Omnitrix's existence!"

The viewing cog then shifted until it showed a picture of Ben and his friends in a wrecked room talking to an adult as students started to come into the room as well. The view then zoomed in towards the device on Ben's wrist.

"Why that's it!" Hysteria folded her fan in joy. "Excellent work Klank!"

Klank and Orbus bowed their heads in thanks. "How do you wish to proceed, sire? Shall we order the ships to start their attack?"

"Yes, but give them the order to only start the attack until after the signal is lit."

Klank and Orbus turned towards each other in confusion. Orbus shrugged his shoulders in a 'don't look at me' fashion.

"The signal?" Klank asked. Seeing the confused looks on his servats' faces, The Machine Emperor decided to let them in on that little secret.

"Why, Klank, you didn't think I sent those defective Cogs there without knowing they would fail did you?" Bacchus asked with a smirk, or as close to one as a machine like him could get. "No, I want this attack to…how did that old phrase go, Buldont?"

"Start off with a bang!" The prince joyously replied.

"Ahh, Yes! 'Start off with a bang', indeed!"

* * *

"I want a perfectly good explanation as to what happened here!" The principal exclaimed. The four young heroes were trying to think up something believable. It didn't help that the eyes of their fellow students only added to the pressure of being found out.

"Well, sir, you see…um…" Ben stuttered, trying to say anything that wouldn't reveal their secret.

"Those alien heroes came in and saved us from these evil robots!" Julie quickly said. She hoped that a half truth would make their story less suspicious.

Kevin said, trying to sound excited. "Yeah, it was an awesome fight. You should have seen it!"

"Though, of course, we were watching it safely from under a table." Gwen said, trying to make their story more plausible. Before she could continue however, a low ringing melody started playing. Everyone looked around for its source.

"Where is that coming from?"

Suddenly, one of the students pointed towards the large pile of parts. "It's coming form over there!"

Ben looked towards the pile before he noticed that all the heads of the robotic soldiers were producing the noise. Then their faces opened up to reveal spinning gears and blinking eyes. Blinking eyes that were speeding up with each flash.

"Get away! It's a bomb!" Ben shouted as everyone ran out of the room towards safety. Ben and Kevin were the last to clear the room. They just let Julie and Gwen out ahead of them until Kevin saw the blinking lights from the robots' eyes stop.

"GET DOWN!" He shouted as he tackled Ben out the door.

-BOOM!-

All the parts from the destroyed robots exploded together, creating one massive explosion that shook the entire school.

* * *

"Are you alright?" Kevin asked. He was lucky that he was training to increase his absorption speed otherwise he wouldn't have been able to get a metal coat from the door in time to save Ben and himself.

"Cough…cough…I'm fine." Ben said as he got up and lent a hand for Kevin to get himself off the floor. "Thanks."

"Don't mention it. Ever." Kevin said as he dusted himself off, his metal coating fading. He looked around a saw the nearby rubble. Suddenly, he realized that they weren't the only ones who just got out. "Where are the girls?"

Ben also realizing the fact tried to call out to them. "Gwen! Julie! Answer me!"

A pile of rubble collapsed a few feet away revealing Gwen und Julie under a force field.

"You two ok?" Ben asked running to the girls as Gwen lowered the shield.

"We're fine Ben." Julie said to her boyfriend, calming him down a bit.

"Did everyone make it out okay?" Gwen said. Before the boys could answer her, they heard a cry for help.

"Is anyone out there? Someone, anyone?"

"It's coming from over there!" Gwen replied as the rushed down the hall, avoiding debris as the passed along. They then came across a large pile of rubble where the cries for help were coming from. Kevin used his powers to coat only his hands (in case he had to dispel his powers so no one else would discover them) and moved the debris out of the way to reveal Cash and JT.

"You guys alright?" Ben asked. While the two went necessarily friends to the group, they were not the bullies they used to be, especially since the incident with the alien gauntlet that tried to take over Cash's body once.

"We're fine." JT answered as he helped Cash up. But a worried look appeared on his face. "But Snively here is hurt pretty badly."

They turned to look towards a guy that they also got trapped with due to the explosion. To most students, he was known as Snively. It was a running joke because his real name was Jacques D. Schniezel. People only called him that because he was smart, had messy black hair, and usually wore a light, green sweater and black pants with goggles around his neck giving him a bit of a mad scientist look. He was a friendly guy who liked cartoons and video games, just made fun of lately because he was after 'some dog that ate his video games'. Like Captain Ahab after Moby Dick, he had used his genius to make many traps, but was usually foiled by that 'dog' and only got glimpses of it. But Snively vowed to one day succeed and unleash his vengeance.

The poor guy was mostly unharmed. He was just cut up and bruised pretty badly. He opened one eye up groggily. "I'll be…alright. Merely…a flesh wound."

Ben helped him up and moved an arm over his shoulder and Kevin doing the same. "Well, I hate to see what happens when you seriously get hurt."

All of them decided that there was nothing worth staying for, so they hurried to exit the building as fast as they could. Ben made sure to put Snively's goggles over his eyes so at least he had some sort of protection.

"At least your goggles don't have a scratch. That's something." Ben tried to lighten the mood. Snively didn't say anything for a while.

"Ben…if I don't make it." He said with a pause, the dim light reflecting on his green lenses ominously.

"Yes?" Ben asked. Everyone was listening in, hoping the worst didn't come.

"I…want you…all…to continue my legacy…and find that darn dog!" He said with a big cheesy grin.

"We'll make sure to do that, Snively." Julie said as they neared the doors. Hiding the fact that despite the situation, she was trying not to laugh because knew where Ship got that battle armor from.

"Good. Now let's get out of here." He said as they left the school to see what was going on outside.

* * *

Outside, things were not as cheery. Ambulances came to treat many of the students and faculty who were injured because of the blast. It was fortunate that there were no fatalities or extremely serious injuries. The fact that so many got injured really hit the heroes hard though.

"Man, I knew things were bad, but this…is intense." Ben said. After dropping Snively off to an abulance, they had a look around to see the damages done.

"Do you think there was a reason those robots attacked here?" Julie asked.

"Who knows? At least it's over-"

-Boom! Boom!-

The school was hit by some beam weapon from a spider-like fighter ship that flew overhead. It wasn't alone as more came flying in and started shooting. Some of the fighter ships converted into spider-like walkers and shot from gatling guns. Everyone started to head for whatever source of cover they could to avoid the blasts from the machines' firepower.

"I'm really starting to think that it's not some sort of steampunk." Kevin said from his hiding spot. The others, not too far away, had to agree with them.

"Well, whatever they are, they are certainly not holding back. They must really want something." Gwen said before she came to a realization. "Ben, they're after you!"

"What!" Ben asked surprised.

"They have to be after the Ultimatrix. It's the only explanation." Gwen said. The ships continued firing without care as to how close they got to harming the innocent bystanders. "There are too many injured people here. We have to stop these things somehow."

"How? With all these people here, we barely have any room to move." Kevin said. He ducked his head as another blast got close to him.

"We'll need to draw them away from here. Any ideas?" Gwen asked.

"I got one." Ben said, turning the Ultimatrix to transform. "Jetray!"

Before anyone could protest, Jetray flew towards the ships and shot neuroshock blasts through his eyes towards the ships. It certainly pissed off the robot pilots enough to chase him away from the area. Even the walkers changed back into their ship modes to go after the flying alien. Jetray kept firing at them as they chased them, but everyone could see that they did little too no damage.

"After him! Ben can't take those things down on his own!" Gwen said as she and Kevin headed to his car, hoping that it wasn't destroyed in the crossfire. She noticed Julie was making a text on her cell as they hurried. "Julie, what are you doing?"

"I'm getting Ship! We could really use more firepower in this situation." She said as they reached the car, which despite the damage to the parking lot, was unharmed.

"Ship has a phone?" Gwen asked as they all hurried to get in and strap down their seatbelts. She sat in the front while Julie got the backseat. Julie shook her head. Kevin drove them out of there and hurried to reach Ben, but he too was interested by this.

"No, it's more like he is the phone. He ate Ben's phone once and I later discovered that he can be called from my texts like a dog whistle." Julie said. "He actually can trace my cell phone which tells him where I am so he can find me. But his texts have to be simple instructions or else they don't work. I sent him a text that said 'Come Ship, Help Ben."

"Well how soon can he get here?" Gwen asked. Before Julie could reply, a shadow flew overhead.

"Wow. That was pretty fast." Kevin said looking to see Ship in his Gunship form flying towards the enemy fighters.

"You should see how fast he is when you offer him a treat." Julie said.

* * *

"Maybe this wasn't such a good idea." Jetray said with worry. He hoped to draw the enemy fighters away so the injured could get out of the crossfire. He didn't expect that they would be **entirely immune to his attacks! **"Man, where's the cavalry when you need it?"

-BOOM! BOOM! BOOM!-

"Huh?" Jetray asked before he turned to see what was going on. He saw three of the ships get shot down and burst into flames. From the resulting smoke, Ship in his Gunship form came flying out, guns-a-blazing.

"Finally, something going my way. Thanks, Ship." Jetray thanked as he landed near a Cliffside clearing in the woods near a lake. He then turned back into Ben and tried to catch his breath. "Not sure how much longer I could have lasted."

-Beep! Beep!-

Kevin and the others came driving in. They stepped out of his care and ran towards Ben.

"What were you thinking, Ben? You could have gotten killed." Gwen chided.

"I was trying to get those things out of there." Ben said. "Sorry if I didn't think of the consequences. We were really pressed for time."

"Well, you're lucky Julie called Ship when she did." They were all looking up to see Ship take out the last of the fighters. After they were all destroyed, the Gunship flew down. Ship changed back into his regular form and jumped into Julie's arms, nuzzling against her.

"Yeah, but I don't think it's over." Ben said. They had faced enough surprises from these guys. "Jetray's neuroshock blasts weren't enough to take them down. They knew it too, because they were chasing me here specifically. And that can only mean…"

"We're not alone." Kevin finished as he absorbed the metal of his car. Gwen readied her mana into her hands. Ben readied the Ultimatrix, scrolling through forms and stopping at one that could do a lot of damage to these robots. As for Julie, she had Ship transform into the Battle Armor she would use when she helped Ben and the others fight bad guys. They all stood back to back and faced their opponents coming from the nearby woods.

"Remember that if all else fails, they're weak against their own weapons." Gwen said as the robotic like soldiers came out of the woods and were scampering closer.

Ben nodded in understanding. "Yeah, but all out brawling isn't really doing much. We need a good strategy. How do you want to do this?"

"Ladies first. That always seems like a good strategy." Kevin suggested with a smirk. Gwen only sighed in annoyance at that while Julie charged her weapons and got ready.

The four had developed certain strategies over time with all the villains they fought. They dubbed them with catchy names so if someone shouted them out their opponent would be caught off guard by their sudden coordinated attack. Ladies first, for instance, was when Gwen and Julie pushed back the first wave, while Ben and Kevin cleaned up the field. Kevin liked it because he usually got to be as rough as he wanted with the main villain since the girls were focusing more on the small fry.

"There's too many of them for that. How about we try the 'double date'?" Ben asked as he saw the machines pounding their chests like apes.

"That will never work." Kevin said. That strategy implied that they took them all down in one strike. It was too risky.

"You got any other ideas?" Julie said as Ship beeped in anticipation. Kevin, seeing as they had no other alternatives, decided to go with the battle strategy dubbed 'double date'.

"Fine, but if it fails I want everyone to know it was all your idea, Tennyson." Kevin said as he and the others readied themselves for the incoming attack.

They didn't have to wait long because all the faces of the robots surrounding them popped up to reveal the creepy insides that were nothing but gears and glowing eyes. The eyes would flash to release laser blasts while a slot where a 'mouth' would be shot out throwing stars. Others would throw their spears like javelins. All these attacks came towards the four in all directions, yet they didn't move from their spots. When the attacks made contact, there was a mass of explosions and smoke blocking the machines view.

When it cleared up, instead of a smoldering crater and charred remains, there was a force field with many of the mechanical soldiers' throwing stars and spears imbedded in them.

"Now!" Gwen shouted as she divided her shield into sections. All four of them charged towards them as the proverbial signal was lit. Gwen focused mana into her palms and slammed them into her piece of the shield.

Ben slammed down the Ultimatrix as he transformed into Diamonhead. He tackled his piece of the shield with his crystalic body.

Kevin morphed the metal in his hands into battering rams and double punched his part of the shield.

Julie had Ship transform her arm into a cannon, charged it up, and slammed a blast of green energy at the shield from point blank range.

All four of their attacks first hit slammed into the surrounding robots. It hit them with enough force to slice them to bits with all the sharp weapons embedded into the pieces of the force field. Those that were speared exploded, which cause more destruction. Robots that were not destroyed by the explosions were knocked down into their own weapons which caused more explosions. All in all, it was a domino effect of total destruction to the machines and when it was all finally over all of them were destroyed.

"Wow!" That was all Julie could say.

"Told you it would work." Diamondhead said. Before any of them could celebrate the ground started to shake up.

"What's happening now?" Gwen asked.

A massive drill burst out of the ground. As it flew a few feet into the air, it sprouted a head with four eyes, two arms with cannon attachments, and two stubby legs. It had smokestack and a turbine embedded into its back. Its massive drill was both its torso and face making it seem almost like a robotic version of Cannonbolt. But this was no friendly beast. It was a Bara weapon of the Baronoia, Machine Beast Bara Drill!

"Great. Looks like we finally get to the point. " Kevin said sarcastically.

"Kevin!" Gwen said in annoyance.

"Well, what's it gonna do? Ram into us."

Bara Drill simply lifted up one of its arms and unleashed bursts of orange flame. Everyone jumped out of the way, taking note of the fiery explosion occupying the place they had been standing.

"No, Kevin, I don't think it's just gonna ram into us." Diamondhead said. He then charged in to shoot it down with his crystal shards, only for the machine to duck down and dig into the ground. Diamondhead stopped his attack as he looked around to see where Bara Drill would pop up from. "Where is it?"

Before he could find out, Diamondhead was suddenly shot in the back. It didn't hurt him due to his crystalic body, but it was enough to send him tumbling. As he was getting off the floor, he saw that he was attacked by another spider tank. "Aww, great. Just what we needed. Can this get any worse?"

As if to answer Diamondhead's question, Bara Drill burst out of the ground beneath him and rammed his drill into his torso and sent him flying into the cliff. The impact caused a few boulders to bury him.

"Ben!" Julie called out. She then had Ship fire lasers from her armor at Bara Drill. The digging machine just spun its drill and deflected all the blasts. It then shot another flame attack from one of its cannons, but Gwen put up a wall to block it from hitting Julie and Ship.

"Now, Kevin!" Gwen shouted. Kevin charged from his hiding place after absorbing the metal from the already destroyed robots. He formed spiked maces in both of his hands as he jumped on top of it. He kept pounding and pounding, but was only making small dents in the machine.

Bara Drill stopped his flame attack and threw the annoyance off of him. He sent Kevin flying towards the girls. Gwen used her powers to catch him and drop him down safely.

"It must be made from tougher stuff than the other guys." Kevin said as he got up. "We could really use your help here, Ben!"

The pile of boulders shook as a green flash shown through the cracks. They were thrown aside as Ben cried out the alien for. "Chromastone! Wow, I didn't even know I still had this guy!"

Chromastone then unleashed a blast of rainbow colored beam of energy towards the spider tank, destroying one of its legs. As it went down, it slammed and exploded onto Bara Drill. Chromastone stood at the ready, not believing that the thing was defeated for one moment. And he was right, because the thing came walking out of the flames, heavily damaged but still functional.

"One more attack should do it. Care to do the honors?" Chromastone asked his friends.

"You don't have to ask me twice." Kevin said as he charged.

He put his hands together and formed a giant mace, knocked it back Bara Drill as he slammed hard into the machine. Gwen unleashed beam after beam while Julie and Ship shot out a volley of missiles at it. The finishing touch came when Chomastone shot the biggest blast of rainbow colored energy he could at Bara Drill. With that final blast, the Mechanical Beast fell over backwards and exploded, finished off for good.

Seeing the fight was finally over, everyone fell back and laid flat on the ground exhausted. Ship formed back into his regular form and happily rest on Julie while Chromastone turned back into Ben. Everyone tried to catch their breath, hoping this was the end of it for today.

Little did they know that the battle had only just begun.

* * *

"Your Highness!" Klank said as he rushed into the throne room. He hurriedly bowed with Orbus. "Urgent news has arrived."

"What is it?" Bacchus asked as heand his family were watching other attacks on the Earth from his Viewing Cog. Klank rubbed his hands nervously. Orbus however was not as reserved.

"One of the Bara went AWOL and now he's gone." Orbus said.

"What! Which one!" Bacchus asked angrily. To attack without his command was an act of disobedience, and disobedience was not tolerated in his empire. "I'll have that machine melted down to spare bolts for the Cog Soldiers!"

"It was Bara Drill. He's been suffering some malfunctions since you had him take out that planet with Bara Magma. But that isn't the odd thing. It's…well…" Klank grew more nervous as he knew what he had to tell them.

"Well, what?" Hysteria folded her fan, ready to smack him with it if he wouldn't speak up. "Tell, us already, Acha!"

"His signal…disappeared from the Bara Network as of ten minutes ago."

All the machines stood quietly as they contemplated what their butler said. For a Bara Machine to be disconnected from the Bara Network meant that it was destroyed. Sure, a new body could be built and given life from backup data stored from earlier, but the fact that one of their machines were destroyed on this pitiful planet was something that needed to be properly addressed.

Emperor Bacchusfundo, held his chin as he computed a proper way to respond to this. "Where was his signal last traced?"

"Not far from where the Omnitrix is rumored to be, sire." Not that drew everyone's attention.

Bachus finally made a decision. "Change of plans, Klank. You and Orbus are to address the proclamation to this planet at the location where the Omnitrix was last spotted."

"But, sire, that was to be done in the area the humans know as the Japans. We reprogrammed ourselves to speak the language and dialect of the area." Klank tried to reasonably argue with his superior.

Orbus put in his own two cents. "We learned how to walk the walk and talk the talk for nothing!"

"Do not question me! I gave you an order, now do it! Go now!" Bacchus shouted, knocking the butlers down. They hurried to get up and rushed out of the room. Klank and Orbus hoped a ship would be prepared in time to avoid their emperor's wrath. They didn't want to upset him anymore, otherwise they couldn't be fit enough to complete their mission.

After all, not just anyone can deliver a declaration of war.

_**

* * *

**_

It looks like the battle for the Earth is only getting started. Will Ben and his friends be ready to face the continuing attack of the Baronoia? Find out next time on

**Ben 10: Rise of Baronoia**_**:**_

_**They Came from the Moon Part 2**_


	3. Chapter 2

**Disclaimer**_**: I don't own Ben 10 and/or Ben 10: Alien Force and/or Ben 10: Ultimate Alien and/or any and/or all concepts and/or characters. They are copyrighted to Man of Action and Cartoon Network Studios. I also don't own Power Rangers or Ohranger from the Super Sentai series. I Think Saban owns it, but last I heard was that they went out of business. Let's just assume that Disney, 4kids, or some other corporate empire owns them and not me. **_

"_**I do, however, reserve the right to claim Klank and Orbus as my robot minions considering that I hired them after Zeo and Ohranger ended. But I don't own the shows they appear in. Just wanted to make that perfectly clear! Enjoy!"**_

_**-Count Kulalu-**_

_**

* * *

**_

**Recap**

_**The Machine Empire Baronoia have arrived from the deepest reaches of space. They have attacked the Earth and are set on conquering it. **_

"We can never die! We are the same as those infinite gods! We are the only ones who can rule space!"

_**Learning that the Omnitrix was being used by someone on Earth, the Baronoia had set their first target in their campaign to be the place where its bearer was rumored to be.**_

"Bring the Omnitirx and its wielder's head so that way all will see the might of my grand empire!

_**Ben, the past wielder of the Omnitrix, now the Ultimatrix, is forced to fight the forces of the machine Empire. Unfortunately, they exercise no restraint when their forces destroy his school, leaving many students critically injured. Drawing their enemies away so medical help could tend to the injured, Ben and his friends fled the ruble to do battle in an area without innocent bystanders. **_

_**After an intense battle and succeeding to destroy one of the empire's Bara machines, our hero finally is able to catch his breath, but is he in the clear, or out of the frying pan and into the fire?**_

* * *

It was a tiring day for our four heroes. They were all lying down on the ground resting after that last battle. Three of them were used to taking on big threats like the Highbreed, Vilgax, and the Forever Knights' Kings while the other member was used to fighting persistent mid-class threats like the Vreedle Brothers. Yet none of them were used to fighting such a relentless force as these machines that keep coming at them. It was attack after attack with no real sign of them letting up. Fortunately, after destroying that large drill battle machine, it looked like they finally caught a break.

"Huff…huff…is everyone alright?" Ben said as he and Julie got off the ground they were laying on. Ship had morphed into his backpack form onto Julie.

"Considering I feel like I was just thrown through three walls, instead of my usually two, sure." Kevin sarcastically said as he stood up. He then helped Gwen get back on her feet.

"I don't think we should let our guards down. Those machines are full of surprises. This isn't over." Gwen said. Though none of the others said anything, they all were thinking the same thing. They could all tell that this was just the beginning of something bigger.

"So now what do we do?" Ben asked. He hoped that he had done enough fighting for one day.

"We should really head back, before anyone notices we're gone." Julie said. Everyone nodded in agreement with her as they headed back to Kevin's car. They were all surprised that it was totally unharmed in the fight.

"Looks like things are finally going our way." Kevin smiled at his good fortune as he turned the keys in the ignition. The others could only hope that their luck today was changing for the better as they headed back to the school.

* * *

So with all that said and done, they finally reached the school. The injured were already moved to the hospital while the parents were formally notified of the situation, though they probably already heard it from the news vans nearby. Fortunately, in all of the hullabaloo from the nosey newscasters and panicking parents, no one noticed a green GTO pull in with four of the students.

As he stepped out, Ben's parents came rushing to him and nearly broke his back with their bear hug. While they weren't overly panicked about their superhero son, they still worried about him. After several times Ben told him that he was fine while crying for help because his windpipe was being smashed, they finally decided to let him go. When he was finally being set free, he saw that his friends were in similar situations. Even Kevin's mom was holding her son tightly despite the fact he was taller than her.

After a lot of reassuring their parents that where fine and had no injuries, they were allowed to go hang out at Mr. Smoothies to cool off from all this action as long as they promised not to get into anymore trouble. They all agreed and headed off in Kevin's car to their special hangout.

It's too bad they forgot how they don't usually go looking for trouble, because it usually finds them first.

* * *

"Oh, come on!" Ben cried out. He saw that the place of his grand celebration, Mr. Smoothie was closed for renovations. The other three heroes looked around the empty parking lot.

"Looks like it's been closed for a while. We'll just come back at another time." Gwen reasoned. Ben just lowered his head in sorrow.

"Can this day get any worse?"

(Again, something decided to answer Ben's call. Seriously, he should try to use this power for the forces of good.)

Out from the sky, a massive cog-like saucer came into view. All its sections were constantly spinning about as it descended towards the Earth below. When it was above the building, it unleashed an intense laser beam of some sort. The beam struck the Mr. Smoothie and blasted it into a pile of cinders.

"Well, there goes my life's joy and my incentive for winning." Ben said.

"Ben!" Gwen yelled in annoyance.

"What, it's not like you weren't thinking it, too." Ben argued. He had a point there.

A beam of light descended from the saucer and caused a figure to appear on the ground below. When the figure fully materialized, it was revealed to be Klank with Orbus over his shoulder. He took a step forward and saw all the stares he was getting. Seeing that he had the humans' attention, Klank bowed, pulled out a pamphlet (which had some language written in gear hieroglyphics), and cleared his throat. As he started reading however, The robot started speaking in an accented version of Japanese. Orbus would either repeat certain phrases, or add his own little quips.

"Ahem… **shichou minasan." The taller one started.**

" **Minasan**!" The smaller of the two parroted.

"Watashi-tachi wa anata no tochi o sudeni hōki suru yō ni iwate iru. Henji wa mada atae rarete iru."

"Hey, Hey!"

"Watashi-tachi wa, Baronoia, kyō wa chikara de chikyū o yotei kara …"

"Chikara de!"

"Soshite, anata no subete no haiboku."

"Yeah."

"Baronoia shomei, anata heika bakkasu to kodōgu no roiyaruhausu. Karera no messenjā Klank Acha to..." Klank concluded with a bow then lifted his right palm towards Orbus to finish with his own introduction.

"Orbus Kocha!" The little robot cheerfully dried out.

"What'd they say?"

"The big one is Klank Acha, while the little one is Orbus Kocha. Basically, they told everyone to give up their land already. No reply had been given yet, so they are going to take it by force. It's an order from someone named Bacchus and the Royal House of Gadgetry which I'm guessing are their leaders." Julie said, getting everyone's surprised stares.

"You understand metal man's moon speak?" Kevin asked.

"Moon speak nothing. He's speaking Japanese." Julie replied.

"Can you tell him to speak English? Might make things easier."Gwen asked.

"I'll try." She stepped forward and called out to Klank. "Mōshiwake arimasenga chūdan no ga, dare mo anata o rikai suru koto ga dekimasu. Anata wa iu eigo de anata no messēji?"

Klank was startled by the female human's message. He and Orbus shared a look. He then sheepishly replied. "U ̄ n, kore wa hazubeki kotodearu. Zan'nen'nagara, koko de shutoku isoide, wareware wa mada watashi-tachi no gengo no kansū o kōshin suru hitsuyō ga arimasu. Watashi-tachi no tōsho no mokuhyō wa, Nippon o yobidasu shima ni naru yoteidatta. Karera ga anata no wakusei no watashi-tachi wa watashi-tachi ga anata to tsūshin suru gengo toshite mottomo hanashita gengo o totta gijutsu habu no tōri mite. Shikashi, omunitorikkusu saikin hakken sa reta chikyū-jōdearu koto ni wa, wareware wa koko ni wareware no kōgeki o idō suru koto o kimeta."

"So what did he say?"

"He said that they were originally going to attack Japan, but they heard about the Omnitrix and attacked here instead."

"Way to go, Ben." Kevin sighed.

"Hey! How was I to know this would happen?"

"Shh! Guys!" Gwen quieted them so Julie could continue.

"Nani ka hōhō ga koko ni anata no gengo o henkō suru tamedesu ka?" She asked. Klank held his chin in thought until he got an idea.

"Subete no anata no michi wa, fuhen-tekina hon'yaku o motte iru? Debaisu no nin'i no narabe-gae ga okonaimasu."He asked. The robotic butler held out his arm like he was asking for spare change.

Ben had no idea what he just said. "What does he want?"

"He wants to know if we have any universal translating device." Julie translated.

"Here." Kevin reached into his pocket and tossed a small alien device at Klank who clumsily caught it. He noticed the weird looks he was getting from everyone.

"You carry around a universal translator in your pocket?" Gwen asked.

"It's the reason how I passed Spanish." He shrugged. "Though, I prefer my Plumbers badge but there is no way I'm letting him even look at that, seeing all the trouble his friends have been bringing us today. Besides, I'm sure we'll get a kick out of seeing him use the translating into English function."

"Why?" Ben asked. But before Kevin could answer him, they took notice as to what Klank and Orbus were doing with the gift they received.

The translator device was suddenly digitized and converted into a form of energy in Klank's hand. It was scanned by the two robotic butlers and absorbed into them particle by particle. When it was fully absorbed, Klank cleared his throat (not sure why now that you think about it considering he is in fact, a machine) and tested out his new vocal program.

"Aye! That's better! Now we can move things along much more efficiently." Klank said. He was now speaking English, but everyone took notice that he was now speaking in a Scottish accent.

"That's why." Kevin said, answering Ben's question.

"So now that we are at a point of understanding each other, let me make it clear to you. We, the Baranoia, offer you the chance to surrender right now. If you say yes, I'll put in a good word to Emperor Bacchusmundo to convert this planet into a plant designed for manufacturing parts for our Cog Soldiers and allow your race to live for the sake of packaging them so they could be delivered across the Universe." Klank stated like he was offering them a chance to invest in gold. Orbus decided to add his own bit, showing that he still spoke in a high pitched voice, but didn't have an accent.

"Neither rain, nor sleet, or snow-"Orbus started.

"No way! Why would we ever agree to that?" Ben shouted.

Klank looked in surprise. "We are offering you a golden opportunity, here Mr…um…"

"Tennyson…Ben Tennyson." Klank and Orbus perked up at that. They had finally found the guy who had what they were after.

"Aye, yes. Ben Tennyson, we offer you an even more special offer." He held his hand out. "If you would be so kind as to hand over the Omnitrix, I'm sure we can work out any terms you may have for the sake of your species."

"I'll give you a Pringles pack for that fancy watch!" Orbus cheered. Klank just turned his head towards his counterpart and just shook it in exasperation.

"Sorry to tell you, but the Omnitrix was destroyed a while ago." Ben said. He held up his wrist to show the Ultimatrix. "This is the Ultimatrix, and even though the Omnitrix is gone, I still would never have given it to you."

Klank and Orbus just stood there in place as they both mulled over this new information.

"Now what do we do?" Orbus asked Klank. Klank calculated his options for a moment, before deciding to do what his priority functions dictated.

"We must return to tell King Bacchus this development."Klank declared as the saucer got ready to beam them up.

"To the moon we go!" Orbus cried out as the beam of light hit them.

"You're leaving to the moon?" Gwen asked. The two robots were slowly fading away as they decided that no harm would come from answering her.

Klank nodded "My instructions were to give out our declaration of war to the bearer of the Omnitrix and remove his head so I may present it to my Emperor. However, since the Omnitrix was destroyed, and you now bear this…Ultimatrix…I must alert my masters of even more changes in our scenario." He thrust his fist over where his 'heart' would be and gave a nod. "Rest assured though, this won't be the last you here from us."

Orbus couldn't agree more. "Hear that kiddies? We'll be back!"

So they finally left the group of teens to report back to their master. Hopefully he wouldn't get too upset at what they had to report.

* * *

"I specifically ordered that they be destroyed! How can I conquer the Earth, let alone the Universe, if my pawns can't even do the simple tasks of destroying the likes of the one with the Omnitrix! I demand to know who is at fault!" Emperor Bacchus looked toward his two 'loyal' footmen who were shaking in nervousness. "Well, I'm waiting!"

"Darling, cool down. Your oil is boiling." Hysteria tried to calm her husband. Buldont on the other hand was only too eager to play the blame game.

"Father! It was his fault! It was his fault!" He gleefully said as he pointed at Klank. "He let them get away! I was perfect."

Klank tried to defend himself. "Your Highness, you know that is simply untrue."

Unfortunately, he forgotten one of the golden rules: Never say your boss' son is wrong.

"How dare you contradict my son you worthless lackey!" Steam and smoke was streaming out of the top of the Machine Emperor's crown and ears in his furry. He made a motion to strike at Klank, only for him to dodge at the last second. Orbus almost crashed into the ground before Klank caught him at the last second.

"That's telling him!" Buldont cheered.

Bacchus pointed his staff threateningly at the butler's neck. The gear-like seal was glowing menacingly. "Excuses are for the weak! I demand strength and resolve from those in my service."

"Yes, I am terribly sorry." Klank hastily apologized. Orbus rapidly shook his head in apology.

Bacchus lowered his staff, but still was stern with Klank. "As you should be. Now I want you to regroup the quadrafighters and go back to finish what you started. Do you understand me?"

"Yes, your Highness, I understand perfectly, but there is no need for that, sir. We have deployed a Bara Machine to head straight for the…'Omnitrix'. All those that are keeping it from your grasp are as good as gone. You can count on it." Klank said with a bow.

"See that I can…because if you fail me like this again, you will spend the next thousand years sweeping up tin shavings on the dark side of Alpha Centauri!"

_**

* * *

**_

Another Bara machine is headed to take out Ben? Will Ben and his friends be ready to face this new opponent from the Baronoia? Find out next time on

**Ben 10: Rise of Baronoia**_**:**_

_**They Came from the Moon Part 3**_

Julie and Klank's translations (Japanese was translated by Google Translator and some Babel fish rip-off. Apologies to all Japanese speakers if I got it wrong. You can blame them.)

1. "(Ahem. Attention everyone. Everyone! We have told you to give up your land already. No reply has been given yet. Hey, Hey!) (We, the Baronoia, from today will take the Earth by force…By force! And defeat you all. Yeah. signed Baronoia, You Majesty Bacchus and the Royal House of Gadgetry. Their messenger Klank Acha and…Orbus Kocha!)"

2. "(Sorry for interrupting, but no one else can understand you. Can you say your message in English?)"

3. "(Well, this is embarrassing. Unfortunately, in the rush of getting here, we have yet to update our language functions. Our original target was going to be the islands you call Japan. Seeing as they are a technical hub for your planet we took the language they spoke the most as the language we would communicate with you. But do to the recent discovery of the Omnitrix being on Earth, we decided to move our attack to here.)"

4. "(Is there any way for you to change your language here?)"

5. "(Do any of you possess a universal translator? Any sort of device will do.)"

_**Author's note:**_

_Sorry for the long wait, folks. I wish I could write more, but I am very busy. Hopefully this will tie you over for now._

_My main goal for this story right now is to get past the intro fight with the next Bara machine. Once I get past that, it should be much easier because it will truly be MY STORY! That's right, mine! These Baranoia that Ben are going to face are not the same ones you saw in Power Ranger Zeo and Ohranger. They are fitted to be in Ben's universe and there is a reason why._

_Now, to answer some questions._

**Will Ben and the gang be wearing the Zeo suits?**

_No, they will not be prancing around in spandex. This is because Kevin threatened to shove the script up…where the sun don't shine…yeah. So sorry, no suits, but Ben has a morpher. Seriously, how can anyone not see that his whole HERo TIME is a parody of IT'S MORPHIN TIME?_

**Will you involve the plot points of Ultimate Alien?**

…_Maybe. To tell you the truth, I wasn't really planning on it when I started this story. I was writing it under the pretenses that Ben would keep his secret identity and at the end of it is the big reveal that leads to Ultimate Alien. I'll see about it as I write along._

**Will the Megazords make an appearance?**

_Yes. All ZEO zords will appear. Though, I also plan to include more zords as well. I have big plans for Pyramidas in paticular._

_So that's all the time I have for now. If you want to see more stuff, read my other stories and leave NICE reviews on them please. Tht's all for now! _

Chapter 2-They Came from the Moon Part 2


	4. IMPORTANT AUTHOR'S NOTE 8213

**IMPORTANT AUTHOR'S NOTE 8/2/13**

Hey guys,

It's been a while, hasn't it? Well, some stuff has been happening in my life that just made it very difficult to get back to writing fics. Besides being in a great deal of classes that involve assigned writing that I must focus on, there have been other things that I've been going through. So to quickly give you an idea, here are three things that have kept me from posting things.  
1. Ben 10 is dead.

2. Life is given priority over fantasy.

3. Depression hurts.

That third one might be too blunt to say, but I rather not go into too much about it, due to the darker side of the net. Rest assured, I take life one day at a time and am not going through it as badly as I was in the beginning. That is all I will say on the matter.

Anyways, I am not sure if I should stick around as Count Kulalu. I wanted to do so much with the character, but the problem is that I ended up not becoming comfortable enough to put the character out there. OCs are considered taboo, and with what I wanted to do, I would have been undoubtedly put further under the rug. So I felt too intimidated to continue things like "Klank and Orbus, Where Are You Now?" and "Character Confessions at the Krazy Kulalu". As for my Ben 10 fics, well, see #1 and you'll find that while I like reading fics of the genre (especially from writers like MissLevinLover and Bigby the Big Bad Wolf) I don't think I feel inspired enough to write them myself anymore.

Yet, I do not want to just dispose of these stories. I may find a way to continue them. I also do not want to erase what maybe a very very number of readers may have enjoyed. So, I will not simply delete them, but should I give them to others who may want them?

Should Count Kulalu be gone, and I become someone else? Someone who starts fresh? Or is there something I can do to stay Kulalu and just try to show random bits of stories that I would like to see here? Any answers?

Also, I would like to try my hand at Beta Reading, for I feel if I can't make my own fanfics (I can still write, thank you very much), then I might be able to help out others if given the chance.


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